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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 000-19969

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

71-0673405

(I.R.S. Employer Identification No.)

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

(Address, including zip code, and telephone number, including

area code, of the registrant’s principal executive offices)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 Par Value	ARCB	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	Large accelerated filer ☒		Accelerated filer ☐
	Non-accelerated filer ☐		Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at October 31, 2025
Common Stock, $0.01 par value		22,511,021 shares

Table of Contents

ARCBEST CORPORATION

INDEX


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets — September 30, 2025 and December 31, 2024	3

	Consolidated Statements of Operations — For the Three and Nine Months ended September 30, 2025 and 2024	4

	Consolidated Statements of Comprehensive Income — For the Three and Nine Months ended September 30, 2025 and 2024	5

	Consolidated Statements of Stockholders’ Equity — For the Three and Nine Months ended September 30, 2025 and 2024	6

	Consolidated Statements of Cash Flows — For the Nine Months ended September 30, 2025 and 2024	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	41

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

SIGNATURES		45

Table of Contents

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS


	September 30		December 31
	2025		2024

	(Unaudited)
	(in thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	120,604	$	127,444
Short-term investments		12,023		29,759
Accounts receivable, less allowances (2025 – $8,372; 2024 – $8,257)		408,610		394,838
Other accounts receivable, less allowances (2025 – $648; 2024 – $648)		23,538		36,055
Prepaid expenses		35,365		47,860
Prepaid and refundable income taxes		46,066		28,641
Other		10,925		11,045
TOTAL CURRENT ASSETS		657,131		675,642
PROPERTY, PLANT AND EQUIPMENT
Land and structures		550,883		520,119
Revenue equipment		1,223,311		1,166,161
Service, office, and other equipment		362,243		351,907
Software		187,197		182,396
Leasehold improvements		37,175		32,263
		2,360,809		2,252,846
Less allowances for depreciation and amortization		1,210,512		1,186,800
PROPERTY, PLANT AND EQUIPMENT, net		1,150,297		1,066,046
GOODWILL		304,753		304,753
INTANGIBLE ASSETS, net		79,227		88,615
OPERATING RIGHT-OF-USE ASSETS		226,033		192,753
DEFERRED INCOME TAXES		7,825		9,536
OTHER LONG-TERM ASSETS		75,915		92,386
TOTAL ASSETS	$	2,501,181	$	2,429,731

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	164,266	$	168,943
Accrued expenses		392,088		398,700
Current portion of long-term debt		78,631		63,978
Current portion of operating lease liabilities		35,470		34,364
TOTAL CURRENT LIABILITIES		670,455		665,985
LONG-TERM DEBT, less current portion		135,469		125,156
OPERATING LEASE LIABILITIES, less current portion		210,958		189,978
POSTRETIREMENT LIABILITIES, less current portion		13,400		13,361
DEFERRED INCOME TAXES		113,999		78,649
OTHER LONG-TERM LIABILITIES		33,982		42,240
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2025: 30,484,689 shares; 2024: 30,401,768 shares		305		304
Additional paid-in capital		336,484		329,575
Retained earnings		1,495,194		1,435,250
Treasury stock, at cost, 2025: 7,892,752 shares; 2024: 7,114,844 shares		(509,169)		(451,039)
Accumulated other comprehensive income		104		272
TOTAL STOCKHOLDERS’ EQUITY		1,322,918		1,314,362
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,501,181	$	2,429,731

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2025		2024		2025		2024

	(Unaudited)
	(in thousands, except share and per share data)
REVENUES	$	1,048,137	$	1,063,124	$	3,037,470	$	3,177,374

OPERATING EXPENSES		993,510		928,131		2,938,904		2,971,101

OPERATING INCOME		54,627		134,993		98,566		206,273

OTHER INCOME (COSTS)
Interest and dividend income		1,368		3,130		3,555		9,686
Interest and other related financing costs		(3,334)		(2,281)		(9,045)		(6,587)
Other, net		847		862		574		(28,118)
		(1,119)		1,711		(4,916)		(25,019)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		53,508		136,704		93,650		181,254

INCOME TAX PROVISION		14,234		36,390		25,436		36,928

NET INCOME FROM CONTINUING OPERATIONS		39,274		100,314		68,214		144,326

INCOME FROM DISCONTINUED OPERATIONS, net of tax		—		—		—		600

NET INCOME	$	39,274	$	100,314	$	68,214	$	144,926

BASIC EARNINGS PER COMMON SHARE
Continuing operations	$	1.73	$	4.25	$	2.97	$	6.12
Discontinued operations		—		—		—		0.03
	$	1.73	$	4.25	$	2.97	$	6.14

DILUTED EARNINGS PER COMMON SHARE
Continuing operations	$	1.72	$	4.23	$	2.96	$	6.03
Discontinued operations		—		—		—		0.03
	$	1.72	$	4.23	$	2.96	$	6.06

AVERAGE COMMON SHARES OUTSTANDING
Basic		22,718,292		23,624,761		22,952,014		23,601,548
Diluted		22,811,670		23,690,120		23,037,638		23,923,047

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2025		2024		2025		2024

	(Unaudited)
	(in thousands)
NET INCOME	$	39,274	$	100,314	$	68,214	$	144,926

OTHER COMPREHENSIVE LOSS, net of tax

Postretirement benefit plans:
Amortization of unrecognized net periodic benefit credit, net of tax: (2025 – Three-month period $54, Nine-month period $162) (2024 – Three-month period $64, Nine-month period $193)
Net actuarial gain		(157)		(185)		(469)		(557)

Interest rate swap and foreign currency translation:
Change in unrealized loss on interest rate swap, net of tax: (2024 – Three-month period $107, Nine-month period $389)		—		(304)		—		(1,102)
Change in foreign currency translation, net of tax: (2025 – Three-month period $43, Nine-month period $132) (2024 – Three-month period $127, Nine-month period $113)		(191)		362		301		(319)

OTHER COMPREHENSIVE LOSS, net of tax		(348)		(127)		(168)		(1,978)

TOTAL COMPREHENSIVE INCOME	$	38,926	$	100,187	$	68,046	$	142,948

See notes to consolidated financial statements.

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ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Three Months Ended September 30, 2025 and 2024
												Accumulated
					Additional							Other
	Common Stock				Paid-In		Retained		Treasury Stock			Comprehensive		Total
	Shares		Amount		Capital		Earnings		Shares	Amount		Income		Equity

		(Unaudited)
		(in thousands)
Balance at June 30, 2025		30,483	$	305	$	333,798	$	1,458,647	7,680	$	(492,776)	$	452	$	1,300,426
Net income								39,274							39,274
Other comprehensive loss, net of tax													(348)		(348)
Issuance of common stock under share-based compensation plans		2		—		—									—
Shares withheld for employee tax remittance on share-based compensation						(56)									(56)
Share-based compensation expense						2,742									2,742
Purchase of treasury stock									213		(16,393)				(16,393)
Dividends declared on common stock								(2,727)							(2,727)
Balance at September 30, 2025		30,485	$	305	$	336,484	$	1,495,194	7,893	$	(509,169)	$	104	$	1,322,918

Balance at June 30, 2024		30,400	$	304	$	324,645	$	1,311,549	6,712	$	(407,433)	$	2,473	$	1,231,538
Net income								100,314							100,314
Other comprehensive loss, net of tax													(127)		(127)
Issuance of common stock under share-based compensation plans		1		—		—									—
Shares withheld for employee tax remittance on share-based compensation						(28)									(28)
Share-based compensation expense						2,718									2,718
Purchase of treasury stock									226		(24,481)				(24,481)
Dividends declared on common stock								(2,838)							(2,838)
Balance at September 30, 2024		30,401	$	304	$	327,335	$	1,409,025	6,938	$	(431,914)	$	2,346	$	1,307,096


	Nine Months Ended September 30, 2025 and 2024
												Accumulated
					Additional							Other
	Common Stock				Paid-In		Retained		Treasury Stock			Comprehensive		Total
	Shares		Amount		Capital		Earnings		Shares	Amount		Income		Equity

		(Unaudited)
		(in thousands)
Balance at December 31, 2024		30,402	$	304	$	329,575	$	1,435,250	7,115	$	(451,039)	$	272	$	1,314,362
Net income								68,214							68,214
Other comprehensive loss, net of tax													(168)		(168)
Issuance of common stock under share-based compensation plans		83		1		(1)									—
Shares withheld for employee tax remittance on share-based compensation						(1,994)									(1,994)
Share-based compensation expense						8,904									8,904
Purchase of treasury stock									778		(58,130)				(58,130)
Dividends declared on common stock								(8,270)							(8,270)
Balance at September 30, 2025		30,485	$	305	$	336,484	$	1,495,194	7,893	$	(509,169)	$	104	$	1,322,918

Balance at December 31, 2023		30,024	$	300	$	340,961	$	1,272,584	6,460	$	(375,806)	$	4,324	$	1,242,363
Net income								144,926							144,926
Other comprehensive loss, net of tax													(1,978)		(1,978)
Issuance of common stock under share-based compensation plans		377		4		(4)									—
Shares withheld for employee tax remittance on share-based compensation						(22,662)									(22,662)
Share-based compensation expense						9,040									9,040
Purchase of treasury stock									478		(56,108)				(56,108)
Dividends declared on common stock								(8,485)							(8,485)
Balance at September 30, 2024		30,401	$	304	$	327,335	$	1,409,025	6,938	$	(431,914)	$	2,346	$	1,307,096

See notes to consolidated financial statements.

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ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended
	September 30
	2025		2024

	(Unaudited)
	(in thousands)
OPERATING ACTIVITIES
Net income	$	68,214	$	144,926
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		115,690		100,104
Amortization of intangibles		9,600		9,616
Share-based compensation expense		8,904		9,040
Provision for losses on accounts receivable		2,386		2,038
Change in deferred income taxes		37,117		10,547
Gain on sale of property and equipment		(15,684)		(1,063)
Pre-tax gain on sale of discontinued operations		—		(806)
Change in fair value of contingent consideration		(2,650)		(80,740)
Change in fair value of equity investment		—		28,739
Changes in operating assets and liabilities:
Receivables		(2,931)		44,344
Prepaid expenses		12,495		4,634
Other assets		(4,994)		(3,364)
Income taxes		(17,320)		(2,870)
Operating right-of-use assets and lease liabilities, net		(11,194)		(7,088)
Accounts payable, accrued expenses, and other liabilities		(15,342)		(29,009)
NET CASH PROVIDED BY OPERATING ACTIVITIES		184,291		229,048

INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(107,005)		(169,839)
Proceeds from sale of property and equipment		32,518		6,187
Purchases of short-term investments		(12,000)		(29,236)
Proceeds from sale of short-term investments		30,226		55,874
Capitalization of internally developed software		(9,958)		(12,437)
Other investing activities		8,756		—
NET CASH USED IN INVESTING ACTIVITIES		(57,463)		(149,451)

FINANCING ACTIVITIES
Borrowings under credit facilities		25,000		—
Payments on long-term debt		(87,275)		(102,366)
Net change in book overdrafts		(2,887)		(1,676)
Deferred financing costs		(112)		(65)
Payment of common stock dividends		(8,270)		(8,485)
Purchases of treasury stock		(58,130)		(56,108)
Payments for tax withheld on share-based compensation		(1,994)		(22,662)
NET CASH USED IN FINANCING ACTIVITIES		(133,668)		(191,362)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(6,840)		(111,765)
Cash and cash equivalents at beginning of period		127,444		262,226
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	120,604	$	150,461

NONCASH INVESTING ACTIVITIES
Equipment financed	$	87,241	$	53,939
Accruals for equipment received	$	1,333	$	5,114
Lease liabilities arising from obtaining right-of-use assets	$	47,306	$	40,872

See notes to consolidated financial statements.

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ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE A – ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

Organization and Description of Business

ArcBest Corporation^™ (the “Company”) is a multibillion-dollar integrated logistics company that leverages technology and a full suite of shipping and logistics solutions to meet customers’ supply chain needs. The Company, which started over a century ago as a local freight hauler, is now a logistics powerhouse with global reach. The Company’s operations are conducted through its two reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”), and Asset-Light, which includes MoLo Solutions, LLC (“MoLo”), Panther Premium Logistics^® (“Panther”), and certain other subsidiaries. References to the Company in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

The Asset-Based segment represented approximately 66% of the Company’s total revenues before other revenues and intercompany eliminations for the nine months ended September 30, 2025. As of September 2025, approximately 81% of the Asset-Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2023 ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2028.

Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2024 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts may differ from those estimates.

For the year ended December 31, 2024, certain reclassifications have been made between the accounts payable and accrued expenses lines on the Company’s consolidated balance sheet to conform to the current-year presentation.

On February 28, 2023, the Company sold FleetNet America, Inc. (“FleetNet”), a wholly owned subsidiary and reportable operating segment of the Company. The sale of FleetNet was a strategic shift for the Company as it exited the fleet roadside assistance and maintenance management business; therefore, the sale was accounted for as discontinued operations. The nine months ended September 30, 2024 includes the reversal of an employee-related contingent liability that expired one year after disposition, which resulted in a pre-tax gain on sale of $0.8 million included in the “Pre-tax gain on sale of discontinued operations” line of the consolidated statements of cash flows, or $0.6 million net of tax included in “Income from discontinued operations, net of tax” on the Company’s consolidated statements of operations.

Accounting Pronouncements Not Yet Adopted

ASC Topic 740, Income Taxes, was amended in December 2023 through the issuance of Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years

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beginning after December 15, 2024, while early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s disclosures.

ASC Topic 220, Disaggregation of Income Statement Expenses, was amended in November 2024 through the issuance of ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (“ASU 2024-03”), which requires additional disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, while early adoption is permitted. The Company is currently assessing the amendment’s impact on the Company’s disclosures.

ASC Topic 350, Intangibles - Goodwill and Other, was amended in September 2025 through the issuance of ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which eliminates accounting consideration of software project development stages and clarifies the threshold applied to begin capitalizing costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, while early adoption is permitted. The Company is currently assessing the amendment's impact on the Company's internal-use software capitalization policies, projects, and disclosures.

NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The following table presents the components of cash and cash equivalents and short-term investments:


	September 30		December 31
	2025		2024

	(in thousands)
Cash and cash equivalents
Cash deposits⁽¹⁾	$	38,357	$	83,048
Money market funds⁽²⁾		82,247		44,396
Total cash and cash equivalents	$	120,604	$	127,444

Short-term investments
Certificates of deposit⁽³⁾	$	12,023	$	29,759

(1)	Recorded at cost plus accrued interest, which approximates fair value.

(2)	Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities measured at fair value within this Note).

(3)	Recorded at cost plus accrued interest, which approximates fair value due to its short-term nature and is categorized in Level 2 of the fair value hierarchy.

The Company’s long-term financial instruments are presented in the table of financial assets and liabilities measured at fair value within this Note.

Concentrations of Credit Risk of Financial Instruments

The Company is subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits and short-term investments in accounts and certificates of deposit that are primarily FDIC‑insured. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At September 30, 2025 and December 31, 2024, cash deposits and short-term investments totaling $20.4 million and $51.7 million, respectively, were not FDIC‑insured. The Company also holds money market funds, which are invested in U.S. government securities and repurchase agreements collateralized solely by U.S. government securities.

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Fair Value Disclosure of Financial Instruments

Fair value disclosures are made in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable:

●

Level 1 — Quoted prices for identical assets and liabilities in active markets.

●

Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3 — Unobservable inputs (based on the Company’s market assumptions) that are significant to the valuation model.

Fair value and carrying value disclosures of financial instruments are presented in the following table:


	September 30				December 31
	2025				2024

	(in thousands)
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
Notes payable⁽¹⁾	$	214,100	$	216,131	$	189,134	$	187,675
New England Pension Fund withdrawal liability⁽²⁾		18,101		16,502		18,671		16,783
	$	232,201	$	232,633	$	207,805	$	204,458

(1)	Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).

(2)

ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 5.8% and 6.0% at September 30, 2025 and December 31, 2024, respectively, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of September 30, 2025, the outstanding withdrawal liability totaled $18.1 million, of which $0.8 million was recorded in accrued expenses, and the remaining portion was recorded in other long-term liabilities.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities that are measured at fair value on a recurring basis:

September 30, 2025

Fair Value Measurements Using

Quoted Prices

Significant

In Active

Observable

Unobservable

Markets

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Assets:

Money market funds⁽¹⁾

82,247

—

Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan⁽²⁾

4,962

—

87,209

—


	December 31, 2024
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)

	(in thousands)
Assets:
Money market funds⁽¹⁾	$	44,396	$	44,396	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan⁽²⁾		5,570		5,570		—		—
	$	49,966	$	49,966	$	—	$	—
Liabilities:
Contingent consideration⁽³⁾	$	2,650	$	—	$	—	$	2,650

(1)	Included in cash and cash equivalents.

(2)

Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Included in other long-term assets, with a corresponding liability reported within other long-term liabilities.

(3)

The estimated fair value of contingent consideration related to the acquisition of MoLo is determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and expenses to be achieved for the applicable performance period, volatility factors applied to the simulation, and the discount rate applied, which was 12.9% as of December 31, 2024. Fair value of the contingent consideration was qualitatively assessed as of September 30, 2025, which involved analyzing the likelihood of achieving adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) thresholds, as defined by the Agreement and Plan of Merger for the acquisition of MoLo. The Company reduced the contingent consideration for the MoLo acquisition to zero in second quarter 2025, reflecting the remote probability of an earnout payment based on projections of adjusted EBITDA for 2025.

The following table provides the change in fair value of the liabilities measured at fair value using inputs categorized in Level 3 of the fair value hierarchy:


	Contingent Consideration
	(in thousands)
Balance at December 31, 2024	$	2,650
Change in fair value included in operating expenses		(2,650)
Balance at September 30, 2025	$	—

Assets Measured at Fair Value on a Nonrecurring Basis

The Company remeasures certain assets on a nonrecurring basis upon events or changes in circumstances that indicate the carrying amount may not be recoverable. During the first quarter of 2024, the Company was notified that Phantom Auto was ceasing operations due to liquidity concerns from failing to secure additional funding from investors or lenders. As a

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result, the Company assessed the likelihood of recovering its equity investment in Phantom Auto as remote and recorded a pre-tax, noncash impairment charge of $28.7 million, to write off the investment, which was recognized below the operating income line in “Other, net” within “Other income (costs).”

NOTE C – GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. The goodwill balance of $304.8 million at both September 30, 2025 and December 31, 2024 relates to the Asset-Light segment. The Company is currently performing its annual impairment tests of goodwill and intangible assets as of October 1, 2025. In the impairment evaluation, management considers current and forecasted business levels and estimated future cash flows over several years, which requires judgment and use of estimates and assumptions to determine if indicators of impairment exist. Key estimates and assumptions, including those regarding macroeconomic factors and industry considerations, that negatively impact the fair value of the Asset-Light reporting unit could result in material impairments of goodwill and intangible assets.

Intangible assets consisted of the following:


		September 30, 2025						December 31, 2024
	Weighted-Average			Accumulated		Net				Accumulated		Net
	Amortization Period	Cost		Amortization		Value			Cost	Amortization		Value

	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	12	$	99,579	$	66,100	$	33,479	$	99,579	$	59,782	$	39,797
Other	9		30,650		17,202		13,448		30,438		13,920		16,518
	11		130,229		83,302		46,927		130,017		73,702		56,315
Indefinite-lived intangible asset
Trade name	N/A		32,300		N/A		32,300		32,300		N/A		32,300

Total intangible assets	N/A	$	162,529	$	83,302	$	79,227	$	162,317	$	73,702	$	88,615

As of September 30, 2025, the future amortization for intangible assets acquired through business acquisitions was as follows:


	Amortization of
	Intangible Assets
	(in thousands)
Remainder of 2025	$	3,200
2026		8,693
2027		7,269
2028		7,269
2029		7,223
Thereafter		13,273
Total amortization	$	46,927

NOTE D – INCOME TAXES

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill Act (“OBBB”). The OBBB contains several changes to corporate taxation, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, including 100% expensing of qualified depreciable assets and modifications to capitalization of research and development expenses. The OBBB has multiple effective dates with certain provisions effective in 2025 and others implemented through 2027. As a result of the OBBB changes, at September 30, 2025, the Company recognized an accelerated one-time current tax benefit of $26.6 million, primarily related to $101.2 million of tax deductions for 100% expensing of fixed asset additions purchased between January 20 and June 30, 2025, and the immediate expensing of previously capitalized research and development expenses. The Company

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is continuing to evaluate the overall impact of the OBBB. At this time, however, the Company does not anticipate a material impact on its effective tax rate for 2025.

The Company’s total effective tax rate was 26.6% and 27.2% for the three and nine months ended September 30, 2025, respectively, compared to 26.6% and 20.4% for the same respective prior year periods, including discontinued operations. State tax rates vary among states and average approximately 6.0%, although some state rates are higher, and a small number of states do not impose an income tax.

For the three and nine months ended September 30, 2025 and 2024, the difference between the Company’s effective tax rate from continuing operations and the federal statutory rate resulted from various factors, including state income taxes; the tax expense (benefit) from the vesting of RSUs; changes in the cash surrender value of life insurance; and various nondeductible expenses, including compensation under IRC Section 162(m). The difference between the effective tax rate and the federal statutory rate for the nine months ended September 30, 2024 also included the federal alternative fuel tax credit that expired on December 31, 2024.

As of September 30, 2025, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. Deferred tax liabilities increased $35.4 million during the nine months ended September 30, 2025, primarily due to 100% expensing of qualified depreciable assets and expensing Section 174 research and development expenses related to the OBBB changes. The Company evaluated the total deferred tax assets at September 30, 2025, and concluded that, other than for certain deferred tax assets related to foreign and state tax credit carryforwards and federal and state net operating losses, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, future taxable income, and tax planning strategies.

The Company paid federal, state, and foreign income taxes, net of refunds, of $5.8 million and $29.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Income tax expense reflected in discontinued operations, which primarily consisted of federal and state income taxes on the gain adjustment from sale of FleetNet, was $0.2 million for the nine months ended September 30, 2024, or an effective tax rate of 25.5%.

NOTE E – LEASES

The Company has operating lease arrangements for certain facilities and revenue equipment used in the Asset-Based and Asset-Light segment operations and certain other facilities and office equipment.

The components of operating lease expense were as follows:


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2025		2024		2025		2024

	(in thousands)
Operating lease expense	$	11,798	$	10,936	$	34,565	$	31,954
Variable lease expense		2,236		1,893		6,943		5,512
Sublease income		(1,297)		(651)		(3,456)		(2,025)
Total operating lease expense	$	12,737	$	12,178	$	38,052	$	35,441

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The operating cash flows from operating lease activity were as follows:


	Nine Months Ended
	September 30
	2025		2024

	(in thousands)
Noncash change in operating right-of-use assets	$	25,526	$	25,152
Cash payments to obtain right-of-use assets		(11,500)		(7,752)
Change in operating lease liabilities		(25,220)		(24,488)
Changes in operating right-of-use assets and lease liabilities, net	$	(11,194)	$	(7,088)

Supplemental cash flow information
Cash paid for amounts included in the measurement of operating lease liabilities	$	34,287	$	31,291
Right-of-use assets obtained in exchange for operating lease liabilities	$	47,306	$	40,872

Maturities of operating lease liabilities at September 30, 2025, were as follows:


	Operating
	Lease
	Liabilities
	(in thousands)
Remainder of 2025	$	11,694
2026		45,898
2027		41,008
2028		37,269
2029		32,180
Thereafter		134,312
Total lease payments		302,361
Less imputed interest		(55,933)
Total	$	246,428

NOTE F – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt, which consisted of notes payable related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations) and certain other equipment at September 30, 2025 and December 31, 2024, was as follows:


	September 30		December 31
	2025		2024

	(in thousands)
Notes payable (weighted-average interest rate of 5.0% at September 30, 2025)	$	214,100	$	189,134
Less current portion		78,631		63,978
Long-term debt, less current portion	$	135,469	$	125,156

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Scheduled payments of long-term debt obligations as of September 30, 2025, were as follows:


	Notes
	Payable

Due in one year or less	$	87,618
Due after one year through two years		79,186
Due after two years through three years		49,342
Due after three years through four years		13,973
Due after four years through five years		426
Total payments		230,545
Less amounts representing interest		16,445
Long-term debt	$	214,100

Assets securing notes payable, primarily consisting of revenue equipment, which were included in property, plant and equipment, totaled $348.0 million and $333.5 million at September 30, 2025 and December 31, 2024, respectively.

Financing Arrangements

Credit Facility

The Company has a revolving credit facility (the “Credit Facility”) under its Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), with an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate amount of up to $40.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate amount of up to $125.0 million, subject to the satisfaction of certain additional conditions as provided in the Credit Agreement. During the third quarter of 2025, the Company repaid the outstanding $25.0 million balance on the Credit Facility, increasing the available borrowing capacity to $250.0 million under the initial maximum credit amount as of September 30, 2025.

Principal payments under the Credit Facility are due upon maturity of the facility on October 7, 2027; however, borrowings may be repaid at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. In addition, the Credit Facility requires the Company to pay a fee on unused commitments. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, and sales of assets. The Company was in compliance with the covenants under the Credit Agreement at September 30, 2025.

Accounts Receivable Securitization Program

In June 2025, the Company amended its accounts receivable securitization program (“A/R Securitization”), extending the maturity date to July 1, 2026. The A/R Securitization provides available cash proceeds of $50.0 million and has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain conditions. As of September 30, 2025 and December 31, 2024, the Company had no borrowings outstanding under the A/R Securitization.

Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. The A/R Securitization does not qualify for sale treatment. Accordingly, the accounts receivable and related debt obligation remain on the Company’s consolidated balance sheets. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lenders’ interest in the trade accounts receivables. Borrowings under the A/R Securitization bear interest based upon SOFR or, to the extent funded by the conduit lender through the issuance of notes, at the commercial paper rate as defined in the agreement, plus a margin in each case, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. The Company was in compliance with the covenants under the A/R Securitization at September 30, 2025.

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The A/R Securitization includes a provision under which the Company may request, and the letter of credit issuer may issue standby letters of credit. The outstanding standby letters of credit are primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured and reduce the availability of borrowings under the program. As of September 30, 2025, standby letters of credit of $23.5 million have been issued under the program, which reduced the available borrowing capacity to $26.5 million.

Surety Bond Programs

The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of September 30, 2025, surety bonds outstanding related to the self-insurance program totaled $72.3 million.

Notes Payable

The Company has financed the purchase of certain revenue equipment through promissory note arrangements totaling $87.2 million during the nine months ended September 30, 2025. Subsequent to September 30, 2025, the Company financed the purchase of an additional $24.6 million of revenue equipment through promissory note arrangements.

NOTE G – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income

Components of accumulated other comprehensive income were as follows:


	September 30		December 31
	2025		2024

	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit credit	$	5,029	$	5,660
Foreign currency translation		(4,890)		(5,323)

Total	$	139	$	337

After-tax amounts:
Unrecognized net periodic benefit credit	$	3,734	$	4,203
Foreign currency translation		(3,630)		(3,931)

Total	$	104	$	272

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The following is a summary of the changes in accumulated other comprehensive income, net of tax, by component for the nine months ended September 30, 2025 and 2024:


			Unrecognized		Interest		Foreign
			Net Periodic		Rate		Currency
	Total		Benefit Credit		Swap		Translation

	(in thousands)
Balances at December 31, 2024	$	272	$	4,203	$	—	$	(3,931)

Other comprehensive income before reclassifications		301		—		—		301
Amounts reclassified from accumulated other comprehensive income		(469)		(469)		—		—
Net current-period other comprehensive income (loss)		(168)		(469)		—		301

Balances at September 30, 2025	$	104	$	3,734	$	—	$	(3,630)

Balances at December 31, 2023	$	4,324	$	5,061	$	1,263	$	(2,000)

Other comprehensive loss before reclassifications		(1,421)		—		(1,102)		(319)
Amounts reclassified from accumulated other comprehensive income		(557)		(557)		—		—
Net current-period other comprehensive loss		(1,978)		(557)		(1,102)		(319)

Balances at September 30, 2024	$	2,346	$	4,504	$	161	$	(2,319)

The following is a summary of the significant reclassifications out of accumulated other comprehensive income by component:


	Unrecognized Net Periodic
	Benefit Credit
	Nine Months Ended September 30
	2025		2024

	(in thousands)
Amortization of net actuarial gain, pre-tax⁽¹⁾	$	631	$	750
Tax expense		(162)		(193)
Total, net of tax	$	469	$	557

(1)	Included in the computation of net periodic benefit credit of the Company’s supplemental benefit plan and postretirement health benefit plan.

Dividends on Common Stock

The following table is a summary of dividends declared during the applicable quarter:


	2025				2024
	Per Share		Amount		Per Share		Amount

	(in thousands, except per share data)
First quarter	$	0.12	$	2,785	$	0.12	$	2,828
Second quarter	$	0.12	$	2,758	$	0.12	$	2,819
Third quarter	$	0.12	$	2,727	$	0.12	$	2,838

On October 31, 2025, the Company announced its Board of Directors declared a dividend of $0.12 per share to stockholders of record as of November 14, 2025.

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions (the “share repurchase program”). The share repurchase program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources.

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As of December 31, 2024, the Company had $56.6 million available for repurchases of its common stock under the share repurchase program. During the nine months ended September 30, 2025, the Company repurchased 777,908 shares for an aggregate cost of $57.8 million under the share repurchase program. In September 2025, the Board of Directors reauthorized the share repurchase program and increased the total amount available for repurchase of the Company’s common stock under the program to $125.0 million. The Company had $122.2 million remaining under its share repurchase program as of September 30, 2025. Subsequent to September 30, 2025, the Company settled repurchases of 80,916 shares for an aggregate cost of $5.9 million.

NOTE H – EARNINGS PER SHARE

The following table reflects the computation of basic and diluted earnings per common share:


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2025		2024		2025		2024

	(in thousands, except share and per share data)
Basic
Numerator:
Net income from continuing operations	$	39,274	$	100,314	$	68,214	$	144,326
Net income from discontinued operations		—		—		—		600
Net income	$	39,274	$	100,314	$	68,214	$	144,926
Denominator:
Weighted-average shares		22,718,292		23,624,761		22,952,014		23,601,548

Basic earnings per common share
Continuing operations	$	1.73	$	4.25	$	2.97	$	6.12
Discontinued operations		—		—		—		0.03
Total basic earnings per common share⁽¹⁾	$	1.73	$	4.25	$	2.97	$	6.14

Diluted
Numerator:
Net income from continuing operations	$	39,274	$	100,314	$	68,214	$	144,326
Net income from discontinued operations		—		—		—		600
Net income	$	39,274	$	100,314	$	68,214	$	144,926
Denominator:
Weighted-average shares		22,718,292		23,624,761		22,952,014		23,601,548
Effect of dilutive securities		93,378		65,359		85,624		321,499
Adjusted weighted-average shares and assumed conversions		22,811,670		23,690,120		23,037,638		23,923,047

Diluted earnings per common share

ARCBEST CORP /DE/ 10-Q